Terms of Service

Effective Date: February 19, 2014

These Terms of Service
are a binding agreement between you and Episode Interactive, LLC ("Episode
Interactive") that governs your use of the Service. The "Service" means (i) the mobile application currently known as "Episode", (ii) websites
located at http://episode-app.com, http://episodeinteractive.com and http://pg-story.appspot.com (collectively, together with any other websites
controlled by Episode Interactive, the "Sites"), including any services,
features and content accessible or downloadable from the Sites, and (ii) any
other Episode Interactive application, service or product licensed, downloaded
or otherwise accessed by you through third party websites or
sources. These Terms of Service include and hereby incorporate
Episode Interactive'sPrivacy Policy and Copyright Policy.

1. Your Agreement to
these Terms of Service

Please carefully read
these Terms of Service. By registering for an Account or otherwise
using the Service, you represent that (1) you are age 13 or older, (2) you
understand and agree to these Terms of Service, and (3) if you are between the
ages of 13 and 18, your legal guardian has reviewed and agrees to these Terms
of Service.

BY INSTALLING, USING OR
OTHERWISE ACCESSING THE SERVICE, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU DO
NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT INSTALL, USE OR OTHERWISE
ACCESS THE SERVICE. USE OF THE SERVICE IS VOID WHERE
PROHIBITED.

2. Changes to the Terms
of Service and the Service

Episode Interactive reserves
the right, at its discretion, to change, modify, add or remove portions of
these Terms of Service and its Privacy Policy at any time by posting the
amended terms on the Site. You will be deemed to have accepted such
changes by continuing to use the Service. Except as otherwise expressly
stated, all amended terms shall automatically be effective immediately when
posted.

These Terms of Service
may not be otherwise amended except in a writing signed by you and Episode
Interactive. For purposes of this provision, "writing" does not include an
e-mail message and a signature does not include an electronic signature.
If at any point you do not agree to any portion of the then-current version of
the Terms of Service, the Privacy Policy, or any other Episode Interactive
policy or rules relating to your use of the Service, your license to use the
Service shall immediately terminate, and you must immediately stop using the
Service. To the extent the Terms of Service or Privacy Policy conflict
with any other terms, policy or rules of Episode Interactive, the terms
contained in these Terms of Service and in the Privacy Policy shall govern.

Except as may be
expressly specified otherwise by Episode Interactive with respect to paid
portions of the Service, Episode Interactive reserves the right to add, change,
suspend or discontinue the Service, or any aspect or feature of the Service,
without notice or liability.

3. Limited License Grant
and Restrictions

Episode Interactive
grants to you a limited, non-exclusive, non-transferable, non-sublicensable revocable license to use and display the
following: (a) the portions of the Service that are freely accessible from the
Episode Interactive Site or that are, with Episode Interactive's
authorization, made freely accessible from third party websites or sources, and
(b) such other portions of the Service accessible on a "for-payment" basis,
provided that you have paid the applicable fees and satisfied all applicable
conditions. The license in the preceding sentence is (i)
solely for your personal, non-commercial use; (ii) solely for a single computer
to access the Site and solely on a device to access applications; and (iii)
subject to your compliance at all times with these Terms of Service.

You agree not to (and
not to attempt to): (i) copy, adapt, modify,
prepare derivative works based upon, distribute, license, sell, transfer,
publicly display, publicly perform, transmit, stream, broadcast or otherwise
exploit the Service or any portion of the Service, except as expressly
permitted in these Terms of Service; or (ii) use the Service for any use or
purpose other than as expressly permitted by these Terms of Service.
Neither Episode Interactive nor any of the Episode Interactive Parties (as
defined below) grant to you any licenses or rights except for the licenses
and rights expressly granted in these Terms of Service.

4. Registration,
User Data and Accounts:

You may register to play
our games through the Service (the "Account"). As part of this
registration process, you may be asked to provide information about yourself in
order to use the Service. You agree to provide and maintain
(updating as necessary) true, accurate, complete and current information as
requested by the Service. If you provide any information that is
untrue, inaccurate, incomplete or not current, Episode Interactive has the
right to suspend or terminate your Account and refuse any and all current or
future use of the Service by you.

You are responsible for
maintaining the confidentiality of your Account. You are fully
responsible for all activities that occur under your Account with or without
your knowledge. You agree to notify Episode Interactive immediately of any
unauthorized use of your Account or any other breach of security related to
your Account.

5. Your Content; Service
Materials

As between you and
Episode Interactive, Episode Interactive and its licensors own and will retain
ownership of all right, title and interest in and to the Service and the
Service Materials, except for Your Content (as defined below) and except as
otherwise expressly set forth in these Terms of Service. You shall not
acquire any ownership rights whatsoever by downloading Service Materials or by
purchasing any Virtual Currency or Virtual Goods (each as defined below).

You agree that the
Service Materials are protected by, and their use, copying and dissemination
may be restricted by, applicable intellectual property and other laws in both
the United States and other jurisdictions. All rights not expressly
granted by these Terms of Service are reserved by Episode Interactive and its
licensors, and no license is granted hereunder by estoppel, implication or
otherwise. You agree not to encumber, license, modify, publish, copy, sell,
transfer, transmit or in any way exploit, any portion of the Service or Service
Materials other than Your Content (as defined below), nor will you attempt to
do so, except as expressly permitted in writing by Episode Interactive and, as
applicable, the owner of such Service Materials (from whom you are solely
responsible for obtaining permission).

"Service Materials"
means all information and materials that are part of the Service, including
without limitation the following: any and all copyrightable material, including
software; the "look and feel" of the Service or portions thereof; the
compilation, assembly and arrangement of the materials of the Service or
portions thereof; photographs; graphics; artwork, characters, animations,
layout; text; images; audio; video; designs; advertising copy; data; logos;
domain names; trademarks, service marks, trade names and other source
identifiers; and User Content.

6. Trademarks

The term "Episode
Interactive," the Episode Interactive logo and other Episode Interactive, LLC
logos and product and service names are trademarks and service marks of, and
are owned by, Episode Interactive. You may not use or display such
trademarks in any manner, including without limitation using such trademarks as
"metatags," except as expressly set forth in these
Terms of Service. All third party trademarks and service marks
appearing on the Service are the property of their respective owners and all
rights therein are reserved.

The Service may invite
or enable you and other users to create, submit, record, post, display,
transmit, perform, publish or distribute communications (including but not
limited to voice communications), content and materials (including without
limitation text, writings, photographs, graphics, images, comments, chat text,
personally identifiable information, etc.), including by making the foregoing
available to Episode Interactive and other users of the Service, whether via
e-mail or through online forums, chat rooms or features, message boards,
messaging services, blogs or other functionality of the Service or portions
thereof (collectively, "User Content").Notwithstanding the foregoing, any animations generated by your use of
the Service are not User Content, but are Episode Interactive Created
Materials.For clarity, animations of
any kind generated within or from the Service are owned by Pocket Gems. Episode Interactive has no obligation
to accept, display, review, maintain or otherwise exploit any User
Content.

You understand that all
User Content available in connection with the Service is the sole
responsibility of the person from whom such User Content
originated. Episode Interactive has no obligation to pre-screen,
review, examine, evaluate or otherwise monitor any User Content for accuracy,
validity, legality, decency, integrity or any other quality. Episode
Interactive makes no, and hereby disclaims any and all, warranties or other
guarantees with respect to User Content. You understand that your
use of the Service is at your own risk and that by using the Service, you may
be exposed to User Content that is offensive, indecent, objectionable
or that does not otherwise meet your needs. You bear all risks associated
with, the use of any User Content available in connection with the
Service. Episode Interactive shall not be liable in any way for any
User Content made available via the Service, including, but not limited to, any
errors or omissions in any such User Content, or any loss or damage of any kind
incurred as a result of the use of such User Content.

Notwithstanding the
foregoing, Episode Interactive reserves the right in its sole discretion to
pre-screen, review, monitor, refuse, remove from the Service, censor, edit,
alter, delete, disable access to or otherwise make unavailable any User Content
(including without limitation Your Content) without notice for any reason,
including without limitation the violation of these Terms of Service, or for no
reason, at any time. You may bring User Content that you believe
violates these Terms of Service, or other inappropriate user behavior, to
Episode Interactive's attention by emailing episode.app+tos@gmail.com.

User Content that you
make available in connection with the Service is referred to herein as "Your
Content." You agree that Your Content is not confidential. You
further agree that Your Content will not be returned to you. You
represent and warrant that Your Content is original to you and that you
exclusively own the rights to assign or grant to Episode Interactive the
rights, title and interest in and to Your Content as set forth in these Terms
of Service without Episode Interactive incurring any third party obligations or
liability arising out of its exercise of such rights and licenses.

For clarity, you retain
all rights in Your Content not granted to Episode Interactive in these Terms of
Service.You hereby grant to Episode
Interactive a worldwide, irrevocable (except as expressly set forth in Section
11 below), perpetual, non-exclusive, transferable, royalty-free license, (with
the right to sublicense), to use, copy, adapt, modify, distribute, license,
sell, transfer, publicly display, publicly perform, transmit, stream, broadcast
and otherwise exploit Your Content via the Service or in connection with
Episode Interactive's business, including without
limitation for promoting and redistributing part or all of the Service (and
derivative works thereof) in any media formats and through any media channels.
You also hereby grant to Episode Interactive the right to sublicense and
authorize others to exercise any of the rights granted to Episode Interactive
under these Terms of Service. You further hereby irrevocably grant
to Episode Interactive the unconditional right to use and exploit your name,
voice, persona and likeness included in any User Content and in connection with
any User Content, without any obligation to you. Except as
prohibited by law, you waive any rights of attribution and/or any moral rights
you may have in Your Content, regardless whether Your Content is altered or
changed in a manner not agreeable to you.

In addition, you
acknowledge and agree that all derivative works of the Service Materials,
including, but not limited to, any animations of any kind generated within or
by the Service, shall be owned by Episode Interactive. Such materials
are referred to in this Agreement as the "Episode Interactive Created
Materials." For clarity, it is understood and agreed that any animations,
sequences of animation, characters, or artwork based on Your Content shall be
Episode Interactive Created Materials. To ensure such ownership, you hereby
assign to Episode Interactive all rights, title and interest in and to the
Episode Interactive Created Materials that you hold, if any. Accordingly,
for clarity, you acknowledge that (a) Episode Interactive and any third party
it authorizes may exploit for any purpose [the
Episode Interactive Created Materials via
the Service; and (b) you shall not have any rights to use the Episode
Interactive Created Materials for any purpose.

Notwithstanding the
foregoing, it is agreed that Episode Interactive shall not have the right to
license for use in a motion picture, television series or other video
production the dialogue or story contained within Your Content, create a sequel
to the story contained within Your Content or create a game using the dialogue
or story contained within Your Content.It is also agreed that you shall not do or authorize anyone else to do
any of the following with any Episode Interactive Created Materials:license it for use in an animated feature or
other video animation, post it or otherwise use it on Facebook or any other
social media platform or create a game based on it.

Episode Interactive
understands that there may be circumstances under which you would like to
create something not within the scope of rights granted or reserved (as the
case may be) to you under these Terms of Service.Accordingly, if you wish to create, or partner
with us to create, something other than what you have the right to create in
accordance with these Terms of Service, we encourage
you to contact us so that the issue may be considered.

8. Restrictions and
Rules of Use

The following
restrictions and rules apply to your use of the Service. As a condition
of your use of the Service, and without limiting your other obligations under
these Terms of Service, you agree to comply with the restrictions and rules set
forth in this Section as well as any additional restrictions or rules (such as
application-specific rules) set forth in the Service itself.

You
shall not create an Account or access the Service if you are under the age of
13

You
shall monitor your Account to restrict use by minors, and you will deny access
to children under the age of 13. You accept full responsibility for any
unauthorized use of your Account by minors. You are responsible for any
use of your credit card or other payment instrument by minors

You
shall not use your Account for any commercial purpose, including without
limitation, (a) any attempt to raise money for any party or any purpose or
advertise, (b) promote or attempt to trade or sell a website, pyramid scheme or
any other product or service of any kind, or (c) perform market research on the
Service

You
shall not use your Account to advertise, or solicit, or transmit any commercial
advertisements, including chain letters, junk e-mail or repetitive messages
(e.g., spam) to anyone

You
shall not use your Account to engage in any illegal conduct

You
shall not rent, lease, sell, trade or otherwise transfer your Account or any
virtual items or virtual currency associated with your Account to anyone
without Episode Interactive's prior written
permission

You
shall not submit false refund requests to Episode Interactive or third party
platform

You further agree not
to:

(i)
interfere with or disrupt the Service or servers or
networks connected to the Service, or disobey any requirements, procedures,
policies or regulations of networks connected to the Service;

(ii) interfere
with, disrupt or circumvent any security feature of the Service or any feature
that restricts or enforces limitations on use of or access to the
Service;

(iii) use
the Service to intentionally or unintentionally violate any applicable local,
state, national or international law;

(iv) use
the Service to harm minors in any way;

(v) use
the Service to reveal any personal information about another individual,
including any information that may be used to track, contact or impersonate
that individual;

(vi) defraud
or mislead Episode Interactive or other users;

(viii) impersonate any person or entity or falsely state or
otherwise misrepresent your affiliation with a person or entity;

(ix) create any Account
by automated means or false pretenses or use any other user's Account for any
purpose, including to circumvent a suspension or ban; or

(x) cheat or use,
develop or distribute automation software programs ("bots"), "macro" software
programs or other "cheat utility" software program or applications which are
designed to modify the Episode Interactive experience to the detriment of fair
play.

You also agree to comply
with all applicable laws or other rules regarding online conduct and acceptable
User Content, and you agree to comply with all applicable laws or other rules
regarding the transmission of technical data exported from the United States or
the country in which you reside.

In addition, you agree
not to use the Service or any portion of the Service to commit actions that
Episode Interactive considers, in its sole discretion, to be detrimental in any
way to the Service or to any user's enjoyment of the Service.

Episode Interactive
reserves the right to determine what conduct it considers to be in violation of
the rules of use or otherwise outside the spirit of the these Terms of Service
or the Service itself and to take action as a result, which may include
termination of your Account and exclusion from further participation in the
Service.

You are responsible for
any fees, including data, access, and usage fees charged by an internet
provider or mobile carrier, that you incur when accessing the Service.

9. Virtual Currency
and Virtual Goods

The Service may include
virtual currency, such as coins, points or similar items that may be earned or
obtained through the Service or otherwise purchased by you for legal tender or
actual currency, subject to applicable law ("Virtual Currency"). The
Service may also include virtual digital items, such as commodities, abilities
or other goods that may be earned or obtained through the Service or otherwise
purchased by you for legal tender or actual currency, or for Virtual Currency,
subject to applicable law ("Virtual Goods"). Episode Interactive
reserves the absolute right, at any time and at its sole discretion, to manage,
regulate, control, modify or eliminate Virtual Currency and/or Virtual
Goods. Episode Interactive shall have no liability to you or any third
party in the event that Episode Interactive exercises any such
rights. You have no right, tile or interest in or to any such
Virtual Goods or Virtual Currency appearing or originating in the Service
except the following: You will have a limited, personal,
non-transferable, non-sublicensable, revocable
license to use, solely within the Service, Virtual Goods and Virtual Currency
that you have earned, purchased or otherwise obtained in a manner authorized by
Episode Interactive.

You agree that the
transfer of Virtual Currency and Virtual Goods is prohibited except where
expressly authorized in the Service. Also, outside of the Service,
you shall not sell, redeem or otherwise transfer Virtual Currency or Virtual
Goods to Episode Interactive, any other user of the Service or any other
party.

You agree that all sales
of Virtual Currency and Virtual Goods are final and non-refundable, unless
Episode Interactive or the applicable third party platform decides in its sole
and absolute discretion to provide a refund. You agree that in the
event that these Terms of Service, your Account or the Service is terminated
for any reason, which may include without limitation Episode Interactive's discontinuation for any reason of the
applicable portion of the Service, you will forfeit all Virtual Currency and
Virtual Goods and Episode Interactive will have no liability to you in
connection with that forfeiture.

10. Feedback

"Feedback" means any
comments, suggestions or feedback about, or in connection with, the Service
that you provide to Episode Interactive. You agree that any Feedback
shall be the exclusive property of Episode Interactive, and you hereby assign
all rights, title and interest in and to such Feedback to Episode
Interactive. You agree that unless otherwise prohibited by
applicable law, Episode Interactive may use, sell, disclose and otherwise
exploit the Feedback in any way and for any purpose, without compensation to
you.

11. TerminationYou may terminate your Account at any time and for any
reason by sending an email to episode.app+tos@gmail.com.Upon
your termination of your Account, Episode Interactive shall no longer have the
right to use or commercialize Your Content via any media that it had not used
or commercialized Your Content at the time of such termination.Notwithstanding the foregoing, Episode
Interactive shall retain the rights in and to Your Content granted in these
Terms of Service to the extent necessary to use or commercialize any Episode
Interactive Created Materials in any and all media formats and through any and
all media channels and distribution methods (now known or hereafter developed).
In addition, following termination of
your Account, you shall have no further right to edit any animation generated
during of the use of the Service or to create a sequel to such animation.

Episode Interactive may
terminate these Terms of Service, your Account and your access to the Service
(or, at Episode Interactive's sole option, applicable
portions of the Service) at any time and for any reason. In
addition, Episode Interactive may notify authorities or take any actions it
deems appropriate (including without limitation suspending your Account and
your access to the Service), without notice to you if Episode Interactive
suspects or determines that you may have (i) failed
to comply with any provision of these Terms of Service or any policies or rules
established by Episode Interactive; or (ii) engaged in actions relating to or
in the course of using the Service that may be illegal or cause liability,
harm, embarrassment, harassment, abuse or disruption for you, Episode
Interactive, any third parties or the Service itself.

You may, as the result
of termination, lose your Account and all information and data associated
therewith, including without limitation your user names, avatars, characters
and achievements, Virtual Currency and Virtual Goods. You will not be
entitled to and Episode Interactive will not be liable to you or any third
party for any refund, reimbursement or other liability as a result of any
termination permitted under these Terms of Service for any reason, whether by
you or Episode Interactive. Episode Interactive reserves the right
to refuse to keep Accounts for or provide the Service to any
individual. You shall not allow individuals whose Accounts have been
terminated by Episode Interactive to use your Account.

These Terms of Service
will remain effective until terminated. You agree that the following
sections of these Terms of Service will survive any termination of these Terms
of Service, your Account or the Service: Section 5 (Your Content; Service
Materials), Section 6 (Trademarks), Section 7 (User Content (including Your
Content)), Section 9 (Virtual Currency and Virtual Goods), Section 10
(Feedback), Section 11 (Termination), Section 12 (Disputes with Others),
Section 13 (Disclaimers of Warranties and Damages, Limitations of Liability),
Section 14 (Indemnification), Section 15 (Governing Law and Remedies), Section
16 (Links to Third Party Websites) and Section 17 (Miscellaneous Provisions).

12. Disputes with Others
Episode Interactive reserves the right, but has no obligation, to monitor and
manage disputes between you and other users of the Service. You are
solely responsible for your interaction with other users of the Service and
other parties that you come in contact with through the Service. You
will cooperate fully with Episode Interactive to investigate any suspected
unlawful, fraudulent or improper activity, including, without limitation,
granting Episode Interactive access to any password-protected portions of your
Account. Episode Interactive hereby disclaims any and all liability
to you or any third party relating to any dispute between you and other users
of the Service.

13. Disclaimers of
Warranties and Damages, Limitations of Liability

YOU EXPRESSLY AGREE THAT
USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE
FOREGOING, NEITHER EPISODE INTERACTIVE NOR ITS AFFILIATES OR SUBSIDIARIES, OR
ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT
PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "EPISODE
INTERACTIVE PARTIES") WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS
OR THE SERVICE MATERIALS OR USER CONTENT WILL BE VIEWABLE TO YOU OR (B) THE
SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT ERRORS WILL
BE CORRECTED.

UNDER THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE EPISODE INTERACTIVE PARTIES SHALL NOT BE
RESPONSIBLE OR LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO
LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION OR OTHER
INTANGIBLE LOSSES, ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF
SERVICE OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EPISODE
INTERACTIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES
WILL THE EPISODE INTERACTIVE PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT
YOU HAVE PAID TO EPISODE INTERACTIVE IN ACCORDANCE WITH THESE TERMS OF SERVICE
IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST
ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT
PAID EPISODE INTERACTIVE ANY SUCH AMOUNTS IN THE NINETY (90) DAYS IMMEDIATELY
PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND
EXCLUSIVE REMEDY FOR ANY DISPUTE WITH EPISODE INTERACTIVE IS TO STOP USING THE
SERVICE AND TO CANCEL YOUR ACCOUNT.

Some jurisdictions do
not allow the exclusion of certain warranties or the limitation or exclusion of
liability for certain types of damages. Accordingly, some of the
above limitations and disclaimers may not apply to you. To the
extent that Episode Interactive or any other Episode Interactive Party may not,
as a matter of applicable law, disclaim any warranty or limit its liability as
set forth herein, the scope and duration of such warranty and the extent of
Episode Interactive's and such Episode Interactive
Party's liability shall be the minimum permitted under such applicable law.

14. Indemnification
You agree to indemnify, defend and hold Episode Interactive Parties harmless
from and against any and all claims, liabilities, damages, losses, costs,
expenses, fees (including reasonable attorneys' fees and court costs) due to or
arising from (1) information in your Account and any information you (or anyone
accessing the Service using your Account) submit, post or transmit through the
Service, (2) your (or anyone accessing the Service using your Account) use of
the Service, (3) your (or anyone accessing the Service using your Account)
violation of these Terms of Service, and (4) your (or anyone accessing the
Service using your Account) violation of any rights of any other person or
entity. Episode Interactive reserves the right, at your expense, to assume
the exclusive defense and control of any indemnifiable
matter and you agree to cooperate with Episode Interactive to defend these
claims.

15. Governing Law and Remedies
These Terms of Service and any action related thereto or to the Service will be
governed by the laws of the State of California without regard to its conflict
of laws provisions. The exclusive
jurisdiction and venue of any action with respect to the subject matter of
these Terms of Service will be the state and federal courts located in San
Francisco, California, and each of the parties hereto waives any objection to
jurisdiction and venue in such courts. The parties specifically disclaim
application of the United Nations Convention on Contracts for the International
Sale of Goods. You acknowledge that the rights granted and
obligations made to Episode Interactive under these Terms of Service are of a
unique and irreplaceable nature, the loss of which may result in immediate and
irreparable harm to Episode Interactive for which remedies at law are
inadequate. Episode Interactive shall therefore be entitled to seek
injunctive or other equitable relief (without the obligation to post any bond)
in the event of any breach or anticipatory breach by you. You hereby
irrevocably waive all rights to seek injunctive or other equitable relief.

16. Links to Third Party
Websites

The Service may contain
links to third party websites or resources. You acknowledge and agree that
Episode Interactive is not responsible or liable for: (i)
the availability or accuracy of such websites or resources; or (ii) the
content, products, or services on or available from such websites or resources.
Links to such websites or resources do not imply any endorsement by Episode
Interactive of such websites or resources or the content, products, or services
available from such websites or resources. You acknowledge sole
responsibility for and assume all risk arising from your use of any such
websites or resources. Episode Interactive may remove any links at any
time for any reason or for no reason.

17. Miscellaneous Provisions
(a) Access and Availability. You agree to be responsible for
obtaining and maintaining all telephone, computer hardware, mobile devices and
any other equipment needed for access to and use of the Service, and all
charges related thereto. Episode Interactive operates and controls the
Service from its offices in the United States. The information and materials
provided on the Service are not intended for distribution to or use by any
person or entity in any jurisdiction where such distribution or use would be
contrary to law or regulation or which would subject Episode Interactive to any
registration requirement within such jurisdiction or country.

(b) Entire
Agreement. These Terms of Service, Privacy Policy, and additional
Episode Interactive published policies and rules, constitute the entire
agreement between you and Episode Interactive with respect to your use of the
Service and any other subject matter hereof, supersede all prior understandings
of the parties, whether electronic, oral or written, or whether established by
custom, practice, policy or precedent and cannot be changed or modified by you
except as expressly posted on the Service by Episode Interactive. Notwithstanding the foregoing, in the event
that you enter into a consulting or similar agreement with Episode Interactive (or
its parent or affiliates) (a "Consulting Agreement") that relates to the
ownership of Your Content, then, in the event of a conflict with these Terms of
Service, such Consulting Agreement shall control.

(c) No Waiver. The
failure of Episode Interactive to exercise or enforce any right or provision of
these Terms of Service shall not constitute a waiver of such right or
provision, and no waiver by either party of any breach or default hereunder
shall be deemed to be a waiver of any preceding or subsequent breach or
default. If any provision of these Terms of Service is found by a
court of competent jurisdiction to be invalid, the parties nevertheless agree
that the court should endeavor to give effect to the parties' intentions as
reflected in the provision, and the other provisions of these Terms of Service
shall remain in full force and effect.

(d) Assignment. These
Terms of Service may not be assigned by you without Episode Interactive's
prior written consent, but are freely assignable by Episode Interactive.

(e) Compliance. Upon
Episode Interactive's request, you will furnish
Episode Interactive any documentation, substantiation or releases necessary to
verify your compliance with these Terms of Service.

(f) Construction
and Waiver of Defenses. You agree that these Terms of Service will
not be construed against Episode Interactive by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form
of these Terms of Service and the lack of signing by the parties hereto to
execute these Terms of Service.

(g) Force
Majeure. Episode Interactive shall not be liable for any delay or
failure to perform resulting from causes outside its reasonable control,
including without limitation any failure to perform hereunder due to acts of
God, war, terrorism, riots, embargoes, acts of civil
or military authorities, fire, floods, accidents, strikes, or shortages of
energy.